Before the outbreak of the Second World War, Philips & Powis Aircraft Ltd. was associated with several light civil and training aircraft designs. The chief designer, technical director, later also managing director an co-owner of the firm was Frederick George Miles and thus the company desings were produced under his name. In 1943 when Rolls Royce's interests were bought out, the firm became Miles Aircraft Ltd. In the pre-war years and also during the war, several famous training aircraft were produced by the company for the RAF, including such types as the Magister, Master and Marinet. Frederick G. Miles, however, aimed far higher than that and tried to penetrate to large companies'realm and succeed with military designs as well. The aircraft proposed by Miles were of rather unorthodox desing. In 1941 Miles tasked Ray Bournon with designing a small and light tandem-winged research aircraft, fitted with a pusher propeller and the engine in the rear fuselage and the pilot's cocpit in the front of the fuselage. This plane was to serve as a mock-up for a future proposed carrier-based fighter that should offer excellent forward view for the pilot, needed mainly during the critical phases of the take off, final approach and landing on the carrier. Yet another advantage of such concept would be that the wing-folding was not needed, saving the weight, increasing the plane's performance and making its ship-board handling easier. On Man 1, 1942, the research aircraft, known as the Miles M.35 or also Miles Libellula reportedly took off for the forts time with the chief-designer himself at the the controls (as the Miles' chief test pilot was reluctant to undertake the trials with the craft), but the flight was not a success at all, the plane showed no inclination to leave the groung and escaped a crash by a hair's breadth. The reason was found in an incorrectly positioned centre of gravity. After this issue was mended, the aircraft proved to fly rather reasonably. Miles immediately approached the Ministry of Aircraft Production and the Admiralty with his concept of a new naval fighter plane, but it was rejected and the firm castigated because the Libellula had been designed and built in secret, without official authority. However, Miles encouraged by the results, proposed a twin-engined, high speed high attitude bomber aircraft that should meet the requirements of Specification B11/41. To evaluate the flying characteristics of this bomber and prove the concept, a scaled version, the M.39 was built, known because of its tandem wings also as the Libellula.